Restated Certificate of Incorporation; Bylaws. So long as --------------------------------------------- this Agreement shall remain in effect, the Restated Certificate of Incorporation and the Bylaws shall provide (i) that Xxxxx and CB shall have the right to designate director nominees pursuant to Section 2.1 and (ii) the rights set forth in Section 2.4 shall be an exception to the provisions set forth in the Bylaws governing vacancies on the Board of Directors, and the Bylaws shall provide that: (i) Xxxxx or CB shall have the right to call a special meeting of stockholders for the purpose of voting on directors designated for election by Xxxxx or CB, as the case may be, pursuant to Section 2.1 and (ii) the rights set forth in Section 2.1 shall be an exception to the requirements set forth in the Bylaws governing advance notice requirements for stockholder proposals and director nominations.
Restated Certificate of Incorporation; Bylaws. The Company shall have delivered to the Investor the Restated Certificate, as in effect as of the Closing Date, certified by the Secretary of State of the State of Delaware. There shall have been no amendment to the Bylaws of the Company (however effected) on or subsequent to the Execution Date that would have required the consent of the holders of the Series E Preferred Stock under Section 3.32 of the Restated Certificate if any shares of Series E Preferred Stock had been outstanding at the time such amendment was adopted or otherwise became effective.
Restated Certificate of Incorporation; Bylaws. Directors -------------------------------------------------------- and Officers. The Certificate of Incorporation and Bylaws of the Surviving ------------ Corporation shall be the Certificate of Incorporation and Bylaws of the Company, as in effect immediately prior to the Effective Date, until thereafter amended as provided therein and under the GCL. The directors of the Surviving Corporation shall be the directors of Merger Sub holding office immediately prior to the Effective Date, and the officers of the Surviving Corporation shall be the officers of the Company holding office immediately prior to the Effective Date.
Restated Certificate of Incorporation; Bylaws. The Company has delivered to P&U true, correct and complete copies of the Restated Certificate of Incorporation and Bylaws of the Company, as in effect on the date hereof.
Restated Certificate of Incorporation; Bylaws. At the Merger Effective Time, the Restated Certificate of Incorporation of Wyndham shall be amended to read in its entirety as set forth in Exhibit A hereto, and shall, from and after the Merger Effective Time, unless and until further amended, be the Restated Certificate of Incorporation of the Surviving Corporation. At the Merger Effective Time, the Amended and Restated Bylaws of Wyndham shall be amended and restated to read in their entirety as set forth in Exhibit B hereto, and shall, from and after the Merger Effective Time, unless and until further amended, be the Amended and Restated Bylaws of the Surviving Corporation.
